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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $ 7.92 | 10/15/2010 | J | 28,143 (1) | 10/15/2010 | (3) | Common Stock | 28,143 | $ 0 | 28,143 | D (2) | ||||
Warrants | $ 2.78 | 10/15/2010 | J | 9,859 (4) | 10/15/2010 | 10/01/2014 | Common Stock | 9,859 (4) | $ 0 | 9,859 (4) | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CYCAD GROUP, LLC 6187 CARPENTERIA AVENUE, SUITE 300 P.O. BOX 5010 CARPENTERIA, CA 93014-5010 |
X | |||
JUDSON K LEONARD 6187 CARPENTERIA AVENUE, SUITE 300 P.O. BOX 5010 CARPENTERIA, CA 93014-5010 |
X | |||
GLENN PAUL F 6187 CARPENTERIA AVENUE, SUITE 300 P.O. BOX 5010 CARPENTERIA, CA 93014-5010 |
X |
CYCAD GROUP LLC, By: /s/ K. Leonard Judson, President | 10/19/2010 | |
**Signature of Reporting Person | Date | |
K. LEONARD JUDSON, By: /s/ K. Leonard Judson | 10/19/2010 | |
**Signature of Reporting Person | Date | |
PAUL F. GLENN, By: /s/ K. Leonard Judson, Attorney-in-Fact | 10/19/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This filing is being made as the result of the acquisition of securities of Clean Diesel Technologies, Inc. ("CDTI") by the reporting persons in exchange for securities of Catalytic Solutions, Inc. ("CSI") previously held thereby, pursuant to the merger (the "Merger") of a wholly owned subsidiary of CDTI into CSI on October 12, 2010. As a result of the Merger, CSI became a wholly owned subsidiary of CDTI. The reporting persons owned no securities of CDTI prior to the Merger. |
(2) | Such securities are held directly by Cycad Group, LLC ("Cycad"), and may be deemed to be beneficially owned by K. Leonard Judson and Paul F. Glenn, who serve as the sole directors of Cycad. All such persons other than Cycad disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(3) | The warrant expires on the earlier of (a) October 15, 2013 and (b) the date 30 days after CDTI notifies the warrant holder that the market price of CDTI's common stock has exceeded $10.50 for 10 consecutive days. |
(4) | Excludes warrants to purchase an additional 8,067 shares of CDTI common stock that CDTI is obligated to issue to Cycad upon exercise of these warrants, which warrants, if issued, will have the same terms as the warrants described in the row above. |